Equity Incentive Plan

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

(12) Equity Incentive Plan

At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board of Directors adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently approved by the shareholders of the Company

at the Annual Meeting of Shareholders held on April 16, 2024. The 2024 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common shares of the Company. There were 392,550 shares available for grants under the 2024 Incentive Plan at September 30, 2025.

No options were granted under the 2014 Incentive Plan or the 2024 Incentive Plan during the three and nine months ended September 30, 2025 and September 30, 2024.

In each of the past several years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year or five-year period following the grant date. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares awarded under the Company’s incentive plans. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

The Company classifies share-based compensation for employees with “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the Company’s outstanding restricted common shares and changes therein for the three and nine months ended September 30, 2025:


	Three Months Ended					Nine Months Ended
	September 30, 2025					September 30, 2025
	Number of Restricted Shares			Weighted Average Grant Date Fair Value		Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		96,692		$	19.69		90,331		$	19.14
Granted		—			—		39,587			21.46
Vested		(1,492	)		17.95		(34,718	)		20.21
Forfeited		(4,320	)		19.67		(4,320	)		19.67
Nonvested at end of period		90,880		$	19.72		90,880		$	19.72

The following is a summary of the status of the Company’s outstanding restricted common shares as of September 30, 2025:


At September 30, 2025
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 3, 2021		2,095		10		0.25
March 3, 2022		3,983		61		1.25
March 14, 2023		8,702		145		2.25
March 14, 2023		8,817		47		0.25
March 12, 2024		18,982		241		3.25
March 12, 2024		9,185		88		1.25
September 9, 2024		858		13		2.00
March 11, 2025		20,158		372		4.25
March 11, 2025		18,100		298		2.25
		90,880		1,275		2.52

The Company recorded $203 and $372 of share-based compensation expense during the three months ended September 30, 2025 and 2024, respectively. The Company recorded $755 and $735 of share-based compensation expense during the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025, the total compensation cost related to unvested awards not yet recognized was $1,275, which was expected to be recognized over the weighted average remaining life of the grants of 2.52 years.